UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549-4561

DIVISION OF CORPORATION FINANCE

September 172012

Alan L Dye Hogan Lovells US LLP alandyehoganlovellscom

Re Walgreen Co

Dear Mr Dye

This is in regard to your letter dated September 13 2012 concerning the shareholder proposal submitted by the Sisters of St Francis ofPhiladelphia for inclusion in Walgreens proxy materials for its upcoming annual meeting of security holders Your letter indicates that the proponent has withdrawn the proposal and that Walgreen therefore withdraws its August 30 2012 request for a no-action letter from the Division Because the matter is now moot we will have no further comment

Copies of all ofthe correspondence related to this matter will be made available on our website at httpwwwsecgovdivisionscmpfincf-noaction14a-8shtml For your reference a brief discussion ofthe Divisions informal procedures regarding shareholder proposals is also available at the same website address

Sincerely

TedYu Senior Special Counsel

cc Tom McCaney tmccaneyosfphilaorg

Hogan Lovclls US LLP Columbia Square 555 Thirteenth Street NW Washington DC 20004 T +1 202 637 5600 F +I 202 637 5910 wwwhoganlovcllscom

September 132012

BYELECTRONIC MAIL

US Securities and Exchange Commission Division ofCorporation Finance Office ofChief Counsel 100 F Street N E Washington DC 20549 shareholdetproposalssecgov

Re Walgreen Co (Commission File No 001-00604)- Shareholder Proposal Submitted by the Sisters of St Francis ofPhiladelphia

Ladies and Gentlemen

We previously submitted to the staff a letter dated August 30 2012 requesting the staffs concurrence that Walgreen Co (the Company) may exclude the shareholder proposal referenced above from the proxy materials for the Companys January 2013 annual meeting of shareholders

On September 122012 the proponents representative Tom McCaney submitted to the Company a letter informing the Companys of the proponents withdrawal of the proposal A copy ofMr McCaneys letter is attached Because the proponent has withdrawn the proposal the Company also hereby withdraws its request for a no-action letter relating to the proposal

A copy of this letter also is being provided simultaneously to the proponent and its representative

Ifyou have any questions or require additional information please call me at (202) 637-5737

Sincerely

~t)p---Alan L Dye

Enclosure

cc Tom McCaney (the Sisters of St Francis ofPhiladelphia) Mark L Dosier (Walgreen Co)

DC 700584000300 bull 3491990 v2

EXHIBIT A

DC -700584000300-3491990 v2

September 12 2012

Thomas J Sabatino Jr EVP General Council amp Corporate Secretary Walgreen Company 200 Wilmot Road Deerfield IL 60015

Dear Ms Sabatino

Please accept this letter as notice of the Sisters of St Francis ofPhiladelphias withdrawal of our resolution on cigarette sales in Walgreens facilities with pharmacies This proposal was originally submitted with the intention of including it in the 2013 proxy statement

I appreciate the opportunity to dialogue with you and other ICCR shareholders on this important If you have any questions please dont hesitate to contact me by phone at 610shy558-7764 or via email at tmccaneyosfphilaorg

Respectfully Yours

~-

TomMcCaney Associate Director Corporate Social Responsibility Sisters of St Francis ofPhiladelphia

middot

cc Susan E Wolf CEO Global Covemance Consulting LLC Nora Nash OSF Sisters of St Francis of Philadelphia Michael Crosby OFM cap WIMCRI

Office of Corporate Social Responsibility 609 South Convent Road Aston PA 19014-1207

610-558-7764 Fax 610-558-5855 E-mail tmccaneyosfphilaorg wwwosfphilaorg

September 12 2012

Thomas J Sabatino Jr EVP General Council amp Corporate Secretary Walgreen Company 200 Wilmot Road Deerfield IL 60015

Dear Ms Sabatino

Please accept this letter as notice of the Sisters of St Francis ofPhiladelphias withdrawal of our resolution on cigarette sales in Walgreens facilities with pharmacies This proposal was originally submitted with the intention of including it in the 2013 proxy statement

I appreciate the opportunity to dialogue with you and other ICCR shareholders on this important If you have any questions please dont hesitate to contact me by phone at 610shy558-7764 or via email at tmccaneyosfphilaorg

Respectfully Yours

~-

TomMcCaney Associate Director Corporate Social Responsibility Sisters of St Francis ofPhiladelphia

middot

cc Susan E Wolf CEO Global Covemance Consulting LLC Nora Nash OSF Sisters of St Francis of Philadelphia Michael Crosby OFM cap WIMCRI

Office of Corporate Social Responsibility 609 South Convent Road Aston PA 19014-1207

610-558-7764 Fax 610-558-5855 E-mail tmccaneyosfphilaorg wwwosfphilaorg

Hogan Lovells US LLP Columbia Square 555 Thirteenth Street NW Washington DC 20004 T +1202 637 5600 F +12026375910 wwwhoganlovellscom

Rule 14a-8(i)(7) Rule 14a-8(i)(S) Rule 14a-8(i)(3)

August 30 2012

BYELECTRONIC MAIL

US Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street NE Washington DC 20549 shareholderproposalssecgov

Re Walgreen Co (Commission File No 001-00604)- Shareholder Proposal Submitted by the Sisters of St Francis of Philadelphia

Ladies and Gentlemen

On behalf of Walgreen Co (Walgreens or the Company) we are submitting this letter pursuant to Rule 14a-8G) under the Securities Exchange Act of 1934 to notify the Securities and Exchange Commission (the Commission) of the Companys intention to exclude from its proxy materials for its January 2013 annual meeting of shareholders (the 2013 proxy materials) a shareholder proposal and statement in support thereof (the Proposal) submitted by the Sisters of St Francis of Philadelphia (the Proponent) We also request confirmation that the staff of the Division of Corporation Finance will not recommend to the Commission that enforcement action be taken if the Company omits the Proposal from its 2013 proxy materials for the reasons discussed below

A copy of the Proposal and relat~d correspondence from the Proponent is attached hereto as Exhibit A

In accordance with StaffLegal Bulletin No 14D (Nov 7 2008) (SLB No 14D) this letter and its exhibits are being delivered by e-mail to shareholderproposalssecgov Pursuant to Rule 14a-8(j) a copy of this letter and its exhibits also is being sent to the Proponent Rule 14a-8(k) and SLB No 14D provide that a shareholder proponent is required to send the company a copy of any correspondence which the proponent elects to submit to the Commission or the staff Accordingly we hereby inform the Proponent that if the Proponent elects to submit

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US Securities and Exchange Commission Division of Corporation Finance Office of the Chief Counsel August 30 2012 Page2

additional correspondence to the Commission or the staff relating to the Proposal the Proponent should concurrently furnish a copy of that correspondence to the undersigned

The Company currently intends to file its definitive 2013 proxy materials with the Commission on or about November 19 2012

THE COMPANY

Walgreens together with its subsidiaries operates the largest drugstore chain in the United States with net sales of $722 billion in the fiscal year ended August 31 2011 The Companys product offerings include among others prescription and non-prescription drugs household products convenience and fresh foods personal care products beauty care products photofinishing and candy The Company also offers health and wellness services including retail specialty infusion and respiratory services mail service convenient care clinics and worksite clinics

THE PROPOSAL

The Proposal requests that Walgreens shareholders approve the following resolution

RESOLVED the Board of Directors create an independent ethics committee to examine the recommendations of the ACPE as they may apply to the continued sale of cigarettes in all Walgreens facilities with pharmacies and report their fmdings and recommendations within six months of the annual meeting (at reasonable cost)

BASES FOR EXCLUSION

We believe that the Proposal may be excluded from the Companys 2013 proxy materials under Rule 14a-8(i)(7) Rule 14a-8(i)(5) and Rule 14a-8(i)(3) for the reasons discussed below

Rule 14a-8(i)(7)- The Proposal Deals With a Matter Relating to the Companys Ordinary Business Operations

Rule 14a-8(i)(7) permits the exclusion of a shareholder proposal that deals with a matter relating to the companys ordinary business operations According to the Commissions release accompanying the 1998 amendments to Rule 14a-8 the purpose of the ordinary business exclusion is to confine the resolution of ordinary business problems to management and the board of directors since it is impracticable for shareholders to decide how to solve such problems at an annual meeting See Release No 34-40018 (May 21 1998) (the 1998 Release) In the 1998 Release the Commission indicated that the term ordinary business refers to matters that are not necessarily ordinary in the common meaning of the word and is

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US Securities and Exchange Commission Division of Corporation Finance Office of the Chief Counsel August 30 2012 Page3

rooted in the corporate law concept providing management with flexibility in directing certain core matters involving the companys business and operations

As the Commission explained in the 1998 Release there are two central considerations underlying the ordinary business exclusion The first consideration relates to the subject matter of the proposal in regard to which the Commission indicated that certain tasks are so fundamental to managements ability to run a company on a day-to-day basis that they could not as a practical matter be subject to direct shareholder oversight Id The second consideration is the degree to which the proposal seeks to micro-manage the company by probing too deeply into matters of a complex nature upon which shareholders as a group would not be in a position to make an informed judgment Id (citing Exchange Act Release No 12999 (Nov 22 1976))

As discussed below the Proposal implicates both of the central considerations underlying the ordinary business exclusion The subject matter of the Proposal deals with issues that are fundamental to managements ability to run the company on a day-to-day basis Further in attempting to impose on the Companys retail operations a merchandising decision relating to a particular product not manufactured by the Company the Proposal seeks to micro-manage the affairs of the Company Accordingly the Proposal relates to the Companys ordinary business operations and therefore may be excluded from the Companys 2013 proxy materials pursuant to Rule 14a-8(i)(7) The fact that the Proposal calls on the board of directors to issue a report to shareholders does not affect this conclusion because the subject matter of the report relates to the Companys ordinary business operations See Release No 34-20091 (Aug 16 1983)

A The subject matter of the Proposal relates to the Companys decision to sell a particular product

The Proposal would require the board of directors of the Company to create an independent ethics committee which would be charged with preparing a report on the Companys decision to sell cigarettes at its pharmacies At its core the Proposal attempts to impose on the Company an obligation to re-examine its decision to sell a particular product The subject matter of the requested report therefore involves ordinary business and is not appropriate for shareholder action at an annual meeting

Allowing shareholders to dictate the factors that management should consider in making merchandising decisions would inappropriately delegate managements role to shareholders Decisions regarding product selection inherently involve complex operational and business issues requiring knowledge of such things as the Companys array of product offerings the shelf space available in the Companys stores the preferences of the Companys customers and the product offerings of the Companys competitors Assessing these and the many other factors that influence the Companys merchandising decisions requires the judgment of the Companys management which unlike individual shareholders is well-positioned to and has the necessary skills knowledge and resources to make informed decisions on such business and operational matters

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US Securities and Exchange Commission Division of Corporation Finance Office ofthe Chief Counsel August 30 2012 Page4

The staff has concurred with this view in repeatedly allowing retailers to exclude as relating to ordinary business operations proposals that seek to influence managements decision whether to sell a particular product See Wal-Mart Stores Inc (Mar 24 2008) (permitting exclusion of a proposal requesting that the board issue a report on the viability of Wal-Marts UK cage-free egg policy) PetSmart Inc (Apr 14 2006) (permitting exclusion of a proposal requesting that the board issue a report on whether company will stop selling birds in the face of evidence of overpopulation) More specifically the staff has allowed exclusion under Rule 14ashy8(i)(7) of numerous proposals seeking to influence a retailers decision to sell tobacco or tobacco-related products See eg Albertson s Inc (Mar 23 2001) and Walgreen Co (Sept 29 1997) (proposals that the company discontinue the sale of tobacco and tobacco-related products) Wal-Mart Stores Inc (Mar 20 2001) (proposal that the company discontinue the sale of tobacco and tobacco-related products by the end of the year) and Albertsons Inc (Mar 18 1999) (proposal that the companys board take steps necessary to assure that the company no longer sell advertise or promote tobacco products)

In addition to allowing the exclusion of proposals relating to the sale of a particular product the staff has also routinely allowed the exclusion of proposals calling for the preparation of reports on the sale ofparticular products including tobacco products In two recent examples the staff permitted exclusion of proposals that were similar to the Proposal In CVS Caremark Corporation (Feb 25 2010) the staff permitted exclusion of a proposal that would have required the board of directors to prepare a report detailing how the company is responding to pressures to discourage sales of tobacco products Similarly in Rite Aid Corporation (Mar 26 2009) the staff permitted exclusion of a proposal that would have required the board of directors to prepare a report detailing how the company is responding to pressures to cease sales of tobacco products The staff has also permitted the exclusion of proposals that do not seek to impose an outright ban on the sale of tobacco products but instead request that management terminate sales of tobacco unless the company can demonstrate that it is able to implement FDA regulations restricting youth access to tobacco See JC Penney Company Inc (Mar 2 1998) CVS Corporation (Mar 2 1998) Rite Aid Corporation (Mar 5 1997) and Wal-Mart Stores Inc (Mar 3 1997)

B The Proposal would permit shareholders to micro-manage the Companys operations

The Proposal also is excludable because it seeks to micro-manage the Company by probing too deeply into maters of a complex nature upon which the Companys shareholders as a group would not be in a position to make an informed judgment The staff has permitted exclusion of proposals on this ground in a number of circumstances In Marriott International Inc (Mar 17 2010) for example the staff permitted exclusion of a proposal requiring the installation at several test properties of showerheads that deliver no more than 16 gallons per minute of flow along with mechanical switches that will allow guests to control the level of water flow In concurring in the companys view that the proposal was excludable under Rule 14a-8(i)(7) the staff stated that although the proposal raises concerns with global warming the proposal seeks to micromanage the company to such a degree that exclusion of the proposal is

-4shyDC bull 700584000300- 3480797 v5

US Securities and Exchange Commission Division ofCorporation Finance Office of the Chief Counsel August 30 2012 Page6

For the Companys most recently completed fiscal year (ended August 31 2011 ) sales of cigarettes accounted for substantially less than five percent of each of the Companys gross sales net earnings and total assets The Companys primary product classes are prescription and nonshyprescription drugs (which collectively accounted for approximately 75 of total sales in its most recently completed fiscal year) Cigarettes are only one of more than 15000 items offered in a typical Company store The Company (through its Take Care Health Systems subsidiary) also is a manager of worksite health centers and in-store convenient care clinics with more than 700 locations throughout the United States In view of the Companys diverse product mix cigarettes clearly are not otherwise significantly related to the Companys business See eg Kmart Corporation (Mar 11 1994)

Rule 14a-8(i)(3)- The Proposal is Vague and Indefinite in Violation of Rule 14a-9

Rule 14a-8(i)(3) permits exclusion of a shareholder proposal and supporting statement if either is contrary to the Commissions proxy rules One of the Commissions proxy rules Rule 14a-9 prohibits the making of false or misleading statements in proxy materials The staff has indicated that a proposal is misleading and therefore excludible under Rule 14a-8(i)(3) if the resolution contained in the proposal is so inherently vague or indefinite that neither the stockholders voting on the proposal nor the company in implementing the proposal (if adopted) would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires See StaffLegal Bulletin No 14B (Sep 15 2004)

The staff has consistently deemed a proposal to be impermissibly vague or indefinite where the proposal calls for the company to adopt consider or abide by a standard or set of guidelines established by a third party without describing the substantive provisions of the standard or guidelines In The Boeing Company (Feb 5 2010) for example the staff permitted exclusion of a proposal requesting that the company establish a human rights committee charged with following the Universal Declaration of Human Rights where the proposal did not contain an adequate description of the declaration or its standards See also Exxon Mobil Corp (Mar 21 2011) (permitting exclusion of a proposal requesting that management prepare a report based upon the Global Reporting Initiative guidelines where the proposal did not contain a description of the guidelines) Johnson amp Johnson (Feb 7 2003) (permitting exclusion of a proposal requesting adoption of the Glass Ceiling Commissions business recommendations where the proposal did not contain a description ofthe recommendations)

The Proposal asks shareholders to vote on a resolution that incorporates a set of thirdshyparty recommendations that are not described in the Proposal Specifically the Proposal asks the Companys board ofdirectors to create an ethics committee to examine the recommendations of the ACPE as they may apply to the continued sale of cigarettes The Proposal makes no attempt to describe the recommendations of the ACPE In fact the only other reference in the Proposal or the supporting statement to the ACPE is a bullet point noting that the American Pharmacy Association once urged the Accreditation Council for Pharmacy Education (ACPE) to agree that college-administered pharmacy experience programs should only use pharmacies that do not

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US Securities and Exchange Commission Division of Corporation Finance Office of the Chief Counsel August 30 2012 Page

sell tobacco products Because the Proposal offers no insight into what is meant by the recommendations ofthe ACPE the Companys shareholders would have no way of knowing what standard would govern the committee contemplated by the Proposal which is a central element ofthe Proposal

CONCLUSION

For the reasons state above it is our view that the Company may exclude the Proposal from its 2013 proxy materials pursuant to Rules 14a-8(i)(7) 14a-8(i)(5) and 14a-8(i)(3) We request the staffs concurrence in our view or alternatively confirmation that the staff will not recommend any enforcement action to the Commission if the Company so excludes the Proposal

If you have any questions or need additional information please feel free to contact me at (202) 637-5737 When a written response to this letter is available I would appreciate your sending it to me by e-mail at AlanDyehoganlovellscom and by fax at (202) 637-5910

Sincerely

AlanL Dye

Enclosures

cc Sisters of St Francis ofPhiladelphia Mark L Dosier (Walgreen Co)

-7shyDC - 700584000300 - 3480797 v5

US Securities and Exchange Commission Division of Corporation Finance Office of the Chief Counsel August 30 2012 Page3

rooted in the corporate law concept providing management with flexibility in directing certain core matters involving the companys business and operations

As the Commission explained in the 1998 Release there are two central considerations underlying the ordinary business exclusion The first consideration relates to the subject matter of the proposal in regard to which the Commission indicated that certain tasks are so fundamental to managements ability to run a company on a day-to-day basis that they could not as a practical matter be subject to direct shareholder oversight Id The second consideration is the degree to which the proposal seeks to micro-manage the company by probing too deeply into matters of a complex nature upon which shareholders as a group would not be in a position to make an informed judgment Id (citing Exchange Act Release No 12999 (Nov 22 1976))

As discussed below the Proposal implicates both of the central considerations underlying the ordinary business exclusion The subject matter of the Proposal deals with issues that are fundamental to managements ability to run the company on a day-to-day basis Further in attempting to impose on the Companys retail operations a merchandising decision relating to a particular product not manufactured by the Company the Proposal seeks to micro-manage the affairs of the Company Accordingly the Proposal relates to the Companys ordinary business operations and therefore may be excluded from the Companys 2013 proxy materials pursuant to Rule 14a-8(i)(7) The fact that the Proposal calls on the board of directors to issue a report to shareholders does not affect this conclusion because the subject matter of the report relates to the Companys ordinary business operations See Release No 34-20091 (Aug 16 1983)

A The subject matter of the Proposal relates to the Companys decision to sell a particular product

The Proposal would require the board of directors of the Company to create an independent ethics committee which would be charged with preparing a report on the Companys decision to sell cigarettes at its pharmacies At its core the Proposal attempts to impose on the Company an obligation to re-examine its decision to sell a particular product The subject matter of the requested report therefore involves ordinary business and is not appropriate for shareholder action at an annual meeting

Allowing shareholders to dictate the factors that management should consider in making merchandising decisions would inappropriately delegate managements role to shareholders Decisions regarding product selection inherently involve complex operational and business issues requiring knowledge of such things as the Companys array of product offerings the shelf space available in the Companys stores the preferences of the Companys customers and the product offerings of the Companys competitors Assessing these and the many other factors that influence the Companys merchandising decisions requires the judgment of the Companys management which unlike individual shareholders is well-positioned to and has the necessary skills knowledge and resources to make informed decisions on such business and operational matters

-3shyDC- 700584000300- 3480797 vS

US Securities and Exchange Commission Division of Corporation Finance Office ofthe Chief Counsel August 30 2012 Page4

The staff has concurred with this view in repeatedly allowing retailers to exclude as relating to ordinary business operations proposals that seek to influence managements decision whether to sell a particular product See Wal-Mart Stores Inc (Mar 24 2008) (permitting exclusion of a proposal requesting that the board issue a report on the viability of Wal-Marts UK cage-free egg policy) PetSmart Inc (Apr 14 2006) (permitting exclusion of a proposal requesting that the board issue a report on whether company will stop selling birds in the face of evidence of overpopulation) More specifically the staff has allowed exclusion under Rule 14ashy8(i)(7) of numerous proposals seeking to influence a retailers decision to sell tobacco or tobacco-related products See eg Albertson s Inc (Mar 23 2001) and Walgreen Co (Sept 29 1997) (proposals that the company discontinue the sale of tobacco and tobacco-related products) Wal-Mart Stores Inc (Mar 20 2001) (proposal that the company discontinue the sale of tobacco and tobacco-related products by the end of the year) and Albertsons Inc (Mar 18 1999) (proposal that the companys board take steps necessary to assure that the company no longer sell advertise or promote tobacco products)

In addition to allowing the exclusion of proposals relating to the sale of a particular product the staff has also routinely allowed the exclusion of proposals calling for the preparation of reports on the sale ofparticular products including tobacco products In two recent examples the staff permitted exclusion of proposals that were similar to the Proposal In CVS Caremark Corporation (Feb 25 2010) the staff permitted exclusion of a proposal that would have required the board of directors to prepare a report detailing how the company is responding to pressures to discourage sales of tobacco products Similarly in Rite Aid Corporation (Mar 26 2009) the staff permitted exclusion of a proposal that would have required the board of directors to prepare a report detailing how the company is responding to pressures to cease sales of tobacco products The staff has also permitted the exclusion of proposals that do not seek to impose an outright ban on the sale of tobacco products but instead request that management terminate sales of tobacco unless the company can demonstrate that it is able to implement FDA regulations restricting youth access to tobacco See JC Penney Company Inc (Mar 2 1998) CVS Corporation (Mar 2 1998) Rite Aid Corporation (Mar 5 1997) and Wal-Mart Stores Inc (Mar 3 1997)

B The Proposal would permit shareholders to micro-manage the Companys operations

The Proposal also is excludable because it seeks to micro-manage the Company by probing too deeply into maters of a complex nature upon which the Companys shareholders as a group would not be in a position to make an informed judgment The staff has permitted exclusion of proposals on this ground in a number of circumstances In Marriott International Inc (Mar 17 2010) for example the staff permitted exclusion of a proposal requiring the installation at several test properties of showerheads that deliver no more than 16 gallons per minute of flow along with mechanical switches that will allow guests to control the level of water flow In concurring in the companys view that the proposal was excludable under Rule 14a-8(i)(7) the staff stated that although the proposal raises concerns with global warming the proposal seeks to micromanage the company to such a degree that exclusion of the proposal is

-4shyDC bull 700584000300- 3480797 v5

US Securities and Exchange Commission Division ofCorporation Finance Office of the Chief Counsel August 30 2012 Page6

For the Companys most recently completed fiscal year (ended August 31 2011 ) sales of cigarettes accounted for substantially less than five percent of each of the Companys gross sales net earnings and total assets The Companys primary product classes are prescription and nonshyprescription drugs (which collectively accounted for approximately 75 of total sales in its most recently completed fiscal year) Cigarettes are only one of more than 15000 items offered in a typical Company store The Company (through its Take Care Health Systems subsidiary) also is a manager of worksite health centers and in-store convenient care clinics with more than 700 locations throughout the United States In view of the Companys diverse product mix cigarettes clearly are not otherwise significantly related to the Companys business See eg Kmart Corporation (Mar 11 1994)

Rule 14a-8(i)(3)- The Proposal is Vague and Indefinite in Violation of Rule 14a-9

Rule 14a-8(i)(3) permits exclusion of a shareholder proposal and supporting statement if either is contrary to the Commissions proxy rules One of the Commissions proxy rules Rule 14a-9 prohibits the making of false or misleading statements in proxy materials The staff has indicated that a proposal is misleading and therefore excludible under Rule 14a-8(i)(3) if the resolution contained in the proposal is so inherently vague or indefinite that neither the stockholders voting on the proposal nor the company in implementing the proposal (if adopted) would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires See StaffLegal Bulletin No 14B (Sep 15 2004)

The staff has consistently deemed a proposal to be impermissibly vague or indefinite where the proposal calls for the company to adopt consider or abide by a standard or set of guidelines established by a third party without describing the substantive provisions of the standard or guidelines In The Boeing Company (Feb 5 2010) for example the staff permitted exclusion of a proposal requesting that the company establish a human rights committee charged with following the Universal Declaration of Human Rights where the proposal did not contain an adequate description of the declaration or its standards See also Exxon Mobil Corp (Mar 21 2011) (permitting exclusion of a proposal requesting that management prepare a report based upon the Global Reporting Initiative guidelines where the proposal did not contain a description of the guidelines) Johnson amp Johnson (Feb 7 2003) (permitting exclusion of a proposal requesting adoption of the Glass Ceiling Commissions business recommendations where the proposal did not contain a description ofthe recommendations)

The Proposal asks shareholders to vote on a resolution that incorporates a set of thirdshyparty recommendations that are not described in the Proposal Specifically the Proposal asks the Companys board ofdirectors to create an ethics committee to examine the recommendations of the ACPE as they may apply to the continued sale of cigarettes The Proposal makes no attempt to describe the recommendations of the ACPE In fact the only other reference in the Proposal or the supporting statement to the ACPE is a bullet point noting that the American Pharmacy Association once urged the Accreditation Council for Pharmacy Education (ACPE) to agree that college-administered pharmacy experience programs should only use pharmacies that do not

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US Securities and Exchange Commission Division of Corporation Finance Office of the Chief Counsel August 30 2012 Page

sell tobacco products Because the Proposal offers no insight into what is meant by the recommendations ofthe ACPE the Companys shareholders would have no way of knowing what standard would govern the committee contemplated by the Proposal which is a central element ofthe Proposal

CONCLUSION

For the reasons state above it is our view that the Company may exclude the Proposal from its 2013 proxy materials pursuant to Rules 14a-8(i)(7) 14a-8(i)(5) and 14a-8(i)(3) We request the staffs concurrence in our view or alternatively confirmation that the staff will not recommend any enforcement action to the Commission if the Company so excludes the Proposal

If you have any questions or need additional information please feel free to contact me at (202) 637-5737 When a written response to this letter is available I would appreciate your sending it to me by e-mail at AlanDyehoganlovellscom and by fax at (202) 637-5910

Sincerely

AlanL Dye

Enclosures

cc Sisters of St Francis ofPhiladelphia Mark L Dosier (Walgreen Co)

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US Securities and Exchange Commission Division of Corporation Finance Office ofthe Chief Counsel August 30 2012 Page4

The staff has concurred with this view in repeatedly allowing retailers to exclude as relating to ordinary business operations proposals that seek to influence managements decision whether to sell a particular product See Wal-Mart Stores Inc (Mar 24 2008) (permitting exclusion of a proposal requesting that the board issue a report on the viability of Wal-Marts UK cage-free egg policy) PetSmart Inc (Apr 14 2006) (permitting exclusion of a proposal requesting that the board issue a report on whether company will stop selling birds in the face of evidence of overpopulation) More specifically the staff has allowed exclusion under Rule 14ashy8(i)(7) of numerous proposals seeking to influence a retailers decision to sell tobacco or tobacco-related products See eg Albertson s Inc (Mar 23 2001) and Walgreen Co (Sept 29 1997) (proposals that the company discontinue the sale of tobacco and tobacco-related products) Wal-Mart Stores Inc (Mar 20 2001) (proposal that the company discontinue the sale of tobacco and tobacco-related products by the end of the year) and Albertsons Inc (Mar 18 1999) (proposal that the companys board take steps necessary to assure that the company no longer sell advertise or promote tobacco products)

In addition to allowing the exclusion of proposals relating to the sale of a particular product the staff has also routinely allowed the exclusion of proposals calling for the preparation of reports on the sale ofparticular products including tobacco products In two recent examples the staff permitted exclusion of proposals that were similar to the Proposal In CVS Caremark Corporation (Feb 25 2010) the staff permitted exclusion of a proposal that would have required the board of directors to prepare a report detailing how the company is responding to pressures to discourage sales of tobacco products Similarly in Rite Aid Corporation (Mar 26 2009) the staff permitted exclusion of a proposal that would have required the board of directors to prepare a report detailing how the company is responding to pressures to cease sales of tobacco products The staff has also permitted the exclusion of proposals that do not seek to impose an outright ban on the sale of tobacco products but instead request that management terminate sales of tobacco unless the company can demonstrate that it is able to implement FDA regulations restricting youth access to tobacco See JC Penney Company Inc (Mar 2 1998) CVS Corporation (Mar 2 1998) Rite Aid Corporation (Mar 5 1997) and Wal-Mart Stores Inc (Mar 3 1997)

B The Proposal would permit shareholders to micro-manage the Companys operations

The Proposal also is excludable because it seeks to micro-manage the Company by probing too deeply into maters of a complex nature upon which the Companys shareholders as a group would not be in a position to make an informed judgment The staff has permitted exclusion of proposals on this ground in a number of circumstances In Marriott International Inc (Mar 17 2010) for example the staff permitted exclusion of a proposal requiring the installation at several test properties of showerheads that deliver no more than 16 gallons per minute of flow along with mechanical switches that will allow guests to control the level of water flow In concurring in the companys view that the proposal was excludable under Rule 14a-8(i)(7) the staff stated that although the proposal raises concerns with global warming the proposal seeks to micromanage the company to such a degree that exclusion of the proposal is

-4shyDC bull 700584000300- 3480797 v5

US Securities and Exchange Commission Division ofCorporation Finance Office of the Chief Counsel August 30 2012 Page6

For the Companys most recently completed fiscal year (ended August 31 2011 ) sales of cigarettes accounted for substantially less than five percent of each of the Companys gross sales net earnings and total assets The Companys primary product classes are prescription and nonshyprescription drugs (which collectively accounted for approximately 75 of total sales in its most recently completed fiscal year) Cigarettes are only one of more than 15000 items offered in a typical Company store The Company (through its Take Care Health Systems subsidiary) also is a manager of worksite health centers and in-store convenient care clinics with more than 700 locations throughout the United States In view of the Companys diverse product mix cigarettes clearly are not otherwise significantly related to the Companys business See eg Kmart Corporation (Mar 11 1994)

Rule 14a-8(i)(3)- The Proposal is Vague and Indefinite in Violation of Rule 14a-9

Rule 14a-8(i)(3) permits exclusion of a shareholder proposal and supporting statement if either is contrary to the Commissions proxy rules One of the Commissions proxy rules Rule 14a-9 prohibits the making of false or misleading statements in proxy materials The staff has indicated that a proposal is misleading and therefore excludible under Rule 14a-8(i)(3) if the resolution contained in the proposal is so inherently vague or indefinite that neither the stockholders voting on the proposal nor the company in implementing the proposal (if adopted) would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires See StaffLegal Bulletin No 14B (Sep 15 2004)

The staff has consistently deemed a proposal to be impermissibly vague or indefinite where the proposal calls for the company to adopt consider or abide by a standard or set of guidelines established by a third party without describing the substantive provisions of the standard or guidelines In The Boeing Company (Feb 5 2010) for example the staff permitted exclusion of a proposal requesting that the company establish a human rights committee charged with following the Universal Declaration of Human Rights where the proposal did not contain an adequate description of the declaration or its standards See also Exxon Mobil Corp (Mar 21 2011) (permitting exclusion of a proposal requesting that management prepare a report based upon the Global Reporting Initiative guidelines where the proposal did not contain a description of the guidelines) Johnson amp Johnson (Feb 7 2003) (permitting exclusion of a proposal requesting adoption of the Glass Ceiling Commissions business recommendations where the proposal did not contain a description ofthe recommendations)

The Proposal asks shareholders to vote on a resolution that incorporates a set of thirdshyparty recommendations that are not described in the Proposal Specifically the Proposal asks the Companys board ofdirectors to create an ethics committee to examine the recommendations of the ACPE as they may apply to the continued sale of cigarettes The Proposal makes no attempt to describe the recommendations of the ACPE In fact the only other reference in the Proposal or the supporting statement to the ACPE is a bullet point noting that the American Pharmacy Association once urged the Accreditation Council for Pharmacy Education (ACPE) to agree that college-administered pharmacy experience programs should only use pharmacies that do not

-6shyDC- 700584000300- 3480797 vS

US Securities and Exchange Commission Division of Corporation Finance Office of the Chief Counsel August 30 2012 Page

sell tobacco products Because the Proposal offers no insight into what is meant by the recommendations ofthe ACPE the Companys shareholders would have no way of knowing what standard would govern the committee contemplated by the Proposal which is a central element ofthe Proposal

CONCLUSION

For the reasons state above it is our view that the Company may exclude the Proposal from its 2013 proxy materials pursuant to Rules 14a-8(i)(7) 14a-8(i)(5) and 14a-8(i)(3) We request the staffs concurrence in our view or alternatively confirmation that the staff will not recommend any enforcement action to the Commission if the Company so excludes the Proposal

If you have any questions or need additional information please feel free to contact me at (202) 637-5737 When a written response to this letter is available I would appreciate your sending it to me by e-mail at AlanDyehoganlovellscom and by fax at (202) 637-5910

Sincerely

AlanL Dye

Enclosures

cc Sisters of St Francis ofPhiladelphia Mark L Dosier (Walgreen Co)

-7shyDC - 700584000300 - 3480797 v5

US Securities and Exchange Commission Division ofCorporation Finance Office of the Chief Counsel August 30 2012 Page6

For the Companys most recently completed fiscal year (ended August 31 2011 ) sales of cigarettes accounted for substantially less than five percent of each of the Companys gross sales net earnings and total assets The Companys primary product classes are prescription and nonshyprescription drugs (which collectively accounted for approximately 75 of total sales in its most recently completed fiscal year) Cigarettes are only one of more than 15000 items offered in a typical Company store The Company (through its Take Care Health Systems subsidiary) also is a manager of worksite health centers and in-store convenient care clinics with more than 700 locations throughout the United States In view of the Companys diverse product mix cigarettes clearly are not otherwise significantly related to the Companys business See eg Kmart Corporation (Mar 11 1994)

Rule 14a-8(i)(3)- The Proposal is Vague and Indefinite in Violation of Rule 14a-9

Rule 14a-8(i)(3) permits exclusion of a shareholder proposal and supporting statement if either is contrary to the Commissions proxy rules One of the Commissions proxy rules Rule 14a-9 prohibits the making of false or misleading statements in proxy materials The staff has indicated that a proposal is misleading and therefore excludible under Rule 14a-8(i)(3) if the resolution contained in the proposal is so inherently vague or indefinite that neither the stockholders voting on the proposal nor the company in implementing the proposal (if adopted) would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires See StaffLegal Bulletin No 14B (Sep 15 2004)

The staff has consistently deemed a proposal to be impermissibly vague or indefinite where the proposal calls for the company to adopt consider or abide by a standard or set of guidelines established by a third party without describing the substantive provisions of the standard or guidelines In The Boeing Company (Feb 5 2010) for example the staff permitted exclusion of a proposal requesting that the company establish a human rights committee charged with following the Universal Declaration of Human Rights where the proposal did not contain an adequate description of the declaration or its standards See also Exxon Mobil Corp (Mar 21 2011) (permitting exclusion of a proposal requesting that management prepare a report based upon the Global Reporting Initiative guidelines where the proposal did not contain a description of the guidelines) Johnson amp Johnson (Feb 7 2003) (permitting exclusion of a proposal requesting adoption of the Glass Ceiling Commissions business recommendations where the proposal did not contain a description ofthe recommendations)

The Proposal asks shareholders to vote on a resolution that incorporates a set of thirdshyparty recommendations that are not described in the Proposal Specifically the Proposal asks the Companys board ofdirectors to create an ethics committee to examine the recommendations of the ACPE as they may apply to the continued sale of cigarettes The Proposal makes no attempt to describe the recommendations of the ACPE In fact the only other reference in the Proposal or the supporting statement to the ACPE is a bullet point noting that the American Pharmacy Association once urged the Accreditation Council for Pharmacy Education (ACPE) to agree that college-administered pharmacy experience programs should only use pharmacies that do not

-6shyDC- 700584000300- 3480797 vS

US Securities and Exchange Commission Division of Corporation Finance Office of the Chief Counsel August 30 2012 Page

sell tobacco products Because the Proposal offers no insight into what is meant by the recommendations ofthe ACPE the Companys shareholders would have no way of knowing what standard would govern the committee contemplated by the Proposal which is a central element ofthe Proposal

CONCLUSION

For the reasons state above it is our view that the Company may exclude the Proposal from its 2013 proxy materials pursuant to Rules 14a-8(i)(7) 14a-8(i)(5) and 14a-8(i)(3) We request the staffs concurrence in our view or alternatively confirmation that the staff will not recommend any enforcement action to the Commission if the Company so excludes the Proposal

If you have any questions or need additional information please feel free to contact me at (202) 637-5737 When a written response to this letter is available I would appreciate your sending it to me by e-mail at AlanDyehoganlovellscom and by fax at (202) 637-5910

Sincerely

AlanL Dye

Enclosures

cc Sisters of St Francis ofPhiladelphia Mark L Dosier (Walgreen Co)

-7shyDC - 700584000300 - 3480797 v5

US Securities and Exchange Commission Division of Corporation Finance Office of the Chief Counsel August 30 2012 Page

sell tobacco products Because the Proposal offers no insight into what is meant by the recommendations ofthe ACPE the Companys shareholders would have no way of knowing what standard would govern the committee contemplated by the Proposal which is a central element ofthe Proposal

CONCLUSION

For the reasons state above it is our view that the Company may exclude the Proposal from its 2013 proxy materials pursuant to Rules 14a-8(i)(7) 14a-8(i)(5) and 14a-8(i)(3) We request the staffs concurrence in our view or alternatively confirmation that the staff will not recommend any enforcement action to the Commission if the Company so excludes the Proposal

If you have any questions or need additional information please feel free to contact me at (202) 637-5737 When a written response to this letter is available I would appreciate your sending it to me by e-mail at AlanDyehoganlovellscom and by fax at (202) 637-5910

Sincerely

AlanL Dye

Enclosures

cc Sisters of St Francis ofPhiladelphia Mark L Dosier (Walgreen Co)

-7shyDC - 700584000300 - 3480797 v5

Exhibit A

Copy of the Proposal and Related Correspondence

DC- 700584000300- 3480797 vS

_

S I ~TE RS 0 P ST F RANCJ S OF PHILADE L PH 1 A middot middotrTHE

July 17 2012

middot Thomas J Sabatino Jr Corporate Secretary Walgreen Company 200 Wilmot Road Deerfield llmiddot60015

Dear Mr Sabatino

middot Peace and all good The Sisters of St Francis ofPhil~delpbia hav~ leen sharehol4ers inmiddot middot W algreens for many yearsmiddot As responsible shareholders we seek to achieve social as well as

financial returns on oor portfolio The Walgreenmiddot Company MiSSionmiddot Statement includes the line middot lA destination w~ere health and happiness come together to help people get well stay well and

live well The sale ofcigarettes in our companys stQres is in direct confliCt of this mission and certainly not reflective ofa provider and advisor ofinnovative pbarmacymiddotand health middotand weJlness solutions middot

The Sisters of St Frat1cis ofPhiladelphia are therefore submitting the enclosed shareholder proposal regarding the sale ofcigarettes in W algreens facilities with pharmacies I submit it for

inclusion in the proJcy statement for consideration and action by the st90kholders at the 2013 annual meeting in accordance with Rule 14a~8 of the General Rules lllld Regplations ofthe Securities and Exchange Actbr1934 middotA rein~tative ofthe shareholderswill atteiidthe annual meeting to move the resolution as required by SEC rules We truly hope that the company will be

middot middot middotwilling to dialogue with the filers about this proposal Please note tlu)t the contac~person for this resolutionproposal will be Tom McCaney Associate Director Coiporate Social Responsibilitymiddot Contact iriformatian 61 Q-716-2766 or 1mccamiyosfuhilaoig middot middot

AS verification that we are beneficialoWners ofcomnion stock in WalgreenCoy I enclose a middot letter from Northern Trust Company our portfolio custodianRecordmiddot holder attesting to the fact

middot It is our intenlion tokeep th~se ]hares in o~ portfolio at l~st wtil afterthe annuai meeting middot

R~pecumlyYours bull

middot~ middotmiddotmiddot middotmiddotmiddot middot middot~middot~middotmiddot middot Tom M6Cane middotmiddotmiddot middot middot middot AsoociateDifC~ rmiddot CorpOrate Social Responsibility

middot middot Enclostires

Office ofCorporate SoclalResponslbillty 609 South Convent Road Aston PA 19014-1207

middot middot 611J558middot7764 Fax 610-558-51155 ~mall trneeanevosfphll~org wwwosfphllaorg

_

S I ~TE RS 0 P ST F RANCJ S OF PHILADE L PH 1 A middot middotrTHE

July 17 2012

middot Thomas J Sabatino Jr Corporate Secretary Walgreen Company 200 Wilmot Road Deerfield llmiddot60015

Dear Mr Sabatino

middot Peace and all good The Sisters of St Francis ofPhil~delpbia hav~ leen sharehol4ers inmiddot middot W algreens for many yearsmiddot As responsible shareholders we seek to achieve social as well as

financial returns on oor portfolio The Walgreenmiddot Company MiSSionmiddot Statement includes the line middot lA destination w~ere health and happiness come together to help people get well stay well and

live well The sale ofcigarettes in our companys stQres is in direct confliCt of this mission and certainly not reflective ofa provider and advisor ofinnovative pbarmacymiddotand health middotand weJlness solutions middot

The Sisters of St Frat1cis ofPhiladelphia are therefore submitting the enclosed shareholder proposal regarding the sale ofcigarettes in W algreens facilities with pharmacies I submit it for

inclusion in the proJcy statement for consideration and action by the st90kholders at the 2013 annual meeting in accordance with Rule 14a~8 of the General Rules lllld Regplations ofthe Securities and Exchange Actbr1934 middotA rein~tative ofthe shareholderswill atteiidthe annual meeting to move the resolution as required by SEC rules We truly hope that the company will be

middot middot middotwilling to dialogue with the filers about this proposal Please note tlu)t the contac~person for this resolutionproposal will be Tom McCaney Associate Director Coiporate Social Responsibilitymiddot Contact iriformatian 61 Q-716-2766 or 1mccamiyosfuhilaoig middot middot

AS verification that we are beneficialoWners ofcomnion stock in WalgreenCoy I enclose a middot letter from Northern Trust Company our portfolio custodianRecordmiddot holder attesting to the fact

middot It is our intenlion tokeep th~se ]hares in o~ portfolio at l~st wtil afterthe annuai meeting middot

R~pecumlyYours bull

middot~ middotmiddotmiddot middotmiddotmiddot middot middot~middot~middotmiddot middot Tom M6Cane middotmiddotmiddot middot middot middot AsoociateDifC~ rmiddot CorpOrate Social Responsibility

middot middot Enclostires

Office ofCorporate SoclalResponslbillty 609 South Convent Road Aston PA 19014-1207

middot middot 611J558middot7764 Fax 610-558-51155 ~mall trneeanevosfphll~org wwwosfphllaorg

------------------

l

WHEREAS cigarette smoking has been determined for almost five decades by the Centers for Disease middot Control and Prevention every state health department and numerous public health medical pharmacy nursing and dental organizations to middotl)e the nations n11mber one middotavoidable cause of heart disease cancer stroke and emphysema In the United States (the four leading causes of death)

Cigarette smoking accelerates peripheral vascular disease and microvascular damage of diabetes mellitus the middotmost rapidly increasing disease In the United States (resulting in a significant Increase blindness amputations and impotence)

middot Cigarette smoking is the principal cause of chronic bronchitis a leading cause of lost wo~days and decreased productivity middot middot middot

An increasing number of cities including San Francisco Boston n_o longer permit cigarettes to be sold by dispensers of prescription medications because of an inherent confllct_of interest of pharmacists as health care -professionals Walgreens has been legally rebuffed and publicly embarrassed in its attempts to oppose these middotraws middot

The United States remains the last country in the i_ndustrlal world in which cigarettes can be purct1ased in ph~rmacies

middotThe House of Delegatesof the Ameriean Phamtacy Association (APhA) at~ 2010 anntJ~Imeeting urged

-drug store ch~lns and facilities that Include pharmacies to discontinue the sale of tobacco products

-the federal government andmiddotstate governments to limit participation in gov~mment fundecl _prescription programs to pharmacies that sell tobaccQmiddotpr9(1ucts

middot - state boards of pharmacy to discontinue issuing and renewing licenses to pharmacies that sell middot tobacco products and to-pharmacies that are in facnities that sell tobacco prcgtducts

- colieges of pharmacy to o~ly use pharmacies that do not sell tobacco products-~ exPerlence-~ltes -~~~~ -middot

middot

--the Accreditation Council for Pharmacy Edl1cation (ACPE) to agree that coRege--administered ph~rmacy experience programs should only use pharmacies _that do not sell tobaccO products middot

- -- pharml~Cists andstudent pharmacists who are seeking_ employment opportunitie~ to first consider middotpo~iti9ns in- pharmacies that do not ~ell_tobacco products middot middot

leading national retail-~halils wlthpha~rmacies such a~ Wegmaris and Targ~th~ve stopped selling tobacco prOducts (and without harm to the bottom line) middotbecause they have deteimineclthat such_ sales to be InimiCal

middot with the health and well-being Qf their Clistomers as middotwell as the healthful image these corporations wish to -middot -middotpromoteshy

RESOLVED the Boarlt ofDireetors qr~te an independent ethics_(X)mmittee to examine the recommendations middot middot of the ACPE as they may apply to the continued sale of cigarettes in all Walgreens faciUties with pharmacies

and repo~middotthelr findings and recommendations within six monthsmiddotofthe annual meeting (at reasonable cost)

SUPPORTING STATEMENT

Walgreens middothas made solid attempts tomiddot enhance and strengthen its frriage as a health care provider through -middotthe establishment of immunization servi~ diabetic counseli(lg hom~ he~Jth care and in-store clinics staffed middotby nursesmiddot and physicians Support for this resolution will show the Companys bottom line truly is the health of middotits customers over any profits generated from the sale of a lethal product Whic~ if used as Intended will lead to their sJffering and de_ath

----- ------------------------------------------------- middotmiddot-------------------------------------------------shy

----

The~thern lt1st ComJl0113 middot50 South Ln Salle Streetmiddot Chicago lllinois _60603

(312) 630-6000

middot~NorthernTrost

-July 9 2012

To Whom ItMay Concern

middotThis letter will confirm thatmiddot the Sisters middotof St Francis ofPhiladelphia hold at least $2000 middot middot worth ofWalgreen Company shares These shares have been middotheld for more than middotone year and will bemiddot held middotat the qme ofyom nextaiUlualll)eeting middot

-The Northern Trust Company serves as custqdianrecord holder for the Sisters_ofSt Francis ofPhiladelphia Ple above mentioned shares are regi~tered in the nomiJlee namemiddot ofthe Northern Trust Company middot middot middot middot

middotThis letter will further venfy that Sister NorB M Nash attdlor Thomas McCaney are representatives of themiddot Shters of St Francis of Philadelphia_ and are authorized to actonmiddot their behalf middot middot

Sineerely

Sanjay Singhal Vice President

i j i i

j

~

_________middot ----middot--middot-------~----~--middotmiddotmiddotmiddot--middot-middotmiddotmiddotmiddotmiddot-middot----middot-----------~---middotmiddotmiddot-middotmiddotmiddotmiddot-middot--middot--------------------

----

The~thern lt1st ComJl0113 middot50 South Ln Salle Streetmiddot Chicago lllinois _60603

(312) 630-6000

middot~NorthernTrost

-July 9 2012

To Whom ItMay Concern

middotThis letter will confirm thatmiddot the Sisters middotof St Francis ofPhiladelphia hold at least $2000 middot middot worth ofWalgreen Company shares These shares have been middotheld for more than middotone year and will bemiddot held middotat the qme ofyom nextaiUlualll)eeting middot

-The Northern Trust Company serves as custqdianrecord holder for the Sisters_ofSt Francis ofPhiladelphia Ple above mentioned shares are regi~tered in the nomiJlee namemiddot ofthe Northern Trust Company middot middot middot middot

middotThis letter will further venfy that Sister NorB M Nash attdlor Thomas McCaney are representatives of themiddot Shters of St Francis of Philadelphia_ and are authorized to actonmiddot their behalf middot middot

Sineerely

Sanjay Singhal Vice President

i j i i

j

~

_________middot ----middot--middot-------~----~--middotmiddotmiddotmiddot--middot-middotmiddotmiddotmiddotmiddot-middot----middot-----------~---middotmiddotmiddot-middotmiddotmiddotmiddot-middot--middot--------------------